GENERAL TERMS AND CONDITIONS

Scale Roads B.V. | Version September 2026

Article 1 – Definitions

For the purposes of these General Terms and Conditions:

Scale Roads: Scale Roads B.V., established in the Netherlands and registered with the Dutch Chamber of Commerce under number 81112246.

Client: any legal entity or natural person acting in the course of a profession or business that instructs Scale Roads, enters into an agreement with Scale Roads, or receives a quotation from Scale Roads.

Agreement: any agreement between Scale Roads and the Client concerning the provision of Services and, where expressly agreed, the sale or supply of goods.

Services: all activities performed by Scale Roads, including sourcing, supplier selection, Factory Audits, Quality Control, Emergency QC, Sample Validation, Order Kick-off, production follow-up, Production Management, supplier follow-up, Pricing Validation, negotiation support, logistics coordination and other support relating to purchasing and production in China or other countries.

Supplier: any manufacturer, trading company, logistics provider, testing body or other third party with which the Client comes into contact directly or through Scale Roads.

Products: the goods to which Scale Roads’ activities relate.

Article 2 – Applicability

These General Terms and Conditions apply to all quotations, offers, instructions, agreements and activities of Scale Roads.
The applicability of any general terms and conditions of the Client is expressly rejected.
Any deviation from these General Terms and Conditions is valid only if confirmed in writing by Scale Roads.
If any provision is wholly or partly invalid or unenforceable, the remaining provisions shall remain in full force. The parties shall replace the affected provision with a valid provision that reflects its purpose and intent as closely as possible.
In the event of a conflict between these General Terms and Conditions and a written quotation, order confirmation or separate agreement, the specific provisions of that quotation, order confirmation or agreement shall prevail.

Article 3 – Formation and scope of the assignment

An Agreement is formed when the Client accepts a quotation or proposal from Scale Roads in writing or electronically, Scale Roads confirms the assignment in writing, or Scale Roads commences the activities at the Client’s request.
Quotations issued by Scale Roads are non-binding unless expressly stated otherwise.
The scope of the Services is determined by the quotation, order confirmation, agreed scope or other written arrangements between the parties.
Activities outside the agreed scope may be charged by Scale Roads as additional work.
Changes to product specifications, quantities, suppliers, locations, schedules, inspection criteria or other assumptions may result in additional costs and changes to the schedule.

Article 4 – Role and obligations of Scale Roads

Scale Roads supports businesses in obtaining greater visibility, control and local follow-up regarding suppliers, production, quality and related processes.
Unless expressly agreed otherwise in writing, Scale Roads performs its Services on the basis of a best-efforts obligation and not an obligation to achieve a specific result.
Scale Roads shall perform the agreed activities with the degree of care that may reasonably be expected from a professional service provider.
The Services are intended, among other things, to identify, reduce and manage risks. Scale Roads does not guarantee that all risks, errors, defects, delays, fraud or other shortcomings can be prevented or detected through its activities.
Unless expressly agreed otherwise in writing, Scale Roads is not the manufacturer, importer, distributor or seller of the Products and does not assume the statutory or contractual obligations of such parties.
If Scale Roads communicates or negotiates with a Supplier for or on behalf of the Client, this does not make Scale Roads a party to the agreement between the Client and that Supplier.
Scale Roads may legally bind the Client towards a third party only if the Client has expressly authorised Scale Roads to do so in writing.

Article 5 – Obligations of the Client

The Client shall provide in a timely manner all information reasonably required for the proper performance of the assignment.
The Client is responsible for the accuracy, completeness and currency of product specifications, drawings, samples, quality criteria, intended use, packaging requirements, regulatory requirements and other instructions provided by it.
If information is missing, unclear, contradictory or incorrect, Scale Roads may suspend its activities until sufficient clarity has been obtained.
The Client remains responsible for commercial decisions, including supplier selection, sample approval, order placement, release of payments and acceptance or rejection of production.
The Client shall review reports, photographs, videos, comments and warnings from Scale Roads in a timely manner and provide instructions where required.
Scale Roads shall not be responsible for the consequences of delays caused by the Client’s failure to provide information, approval or instructions in a timely manner.

Article 6 – Sourcing, supplier shortlist and Pricing Validation

In sourcing and supplier selection assignments, Scale Roads searches for and assesses potential Suppliers on the basis of available information and the criteria discussed with the Client.
An introduction, shortlist, recommendation or positive assessment of a Supplier does not constitute a guarantee regarding that Supplier’s current or future performance, solvency, reliability, capacity, quality or compliance with its obligations.
The Client ultimately decides whether to enter into an agreement with a proposed Supplier.
Price comparisons, market prices and Pricing Validations provided by Scale Roads are based on information available at the relevant time. They do not guarantee that no lower-priced or otherwise better offer is available in the market.
Supplier quotations and prices may change due to raw material prices, exchange rates, quantities, specifications, packaging, transportation costs, government measures and market conditions.

Article 7 – Factory Audit

A Factory Audit provides an assessment of a Supplier or production location based on the circumstances, observations, available documents and information at the time of the audit.
A Factory Audit does not guarantee that all information or documents supplied by the Supplier are authentic and complete; that the Supplier is or will remain financially sound; that the Supplier will meet all future obligations; that production capacity or quality levels will remain unchanged; or that fraud, subcontracting, falsification or other irregularities can be completely excluded.
Scale Roads may rely on information, records, certificates and statements provided by the Supplier unless verification thereof is expressly included in the assignment.
Material findings that, in Scale Roads’ opinion, require immediate attention may be reported to the Client as soon as reasonably possible. The full report will follow within the agreed reporting period.

Article 8 – Quality Control and inspections

A quality inspection is an assessment of Products at a specific point in time and within the agreed scope.
Unless a full inspection of all Products has expressly been agreed, an inspection is carried out on a sampling basis.
Where an AQL methodology is used, the sample size and acceptance criteria shall be determined in accordance with the agreed AQL levels and inspection method.
An inspection result stated as ‘Pass’, ‘Approved’, ‘Conform’ or similar means only that the inspected sample falls within the agreed criteria. It does not guarantee that every individual Product is free from defects.
An inspection can identify only those defects that are observable within the agreed scope and using the inspection methods reasonably available.
Scale Roads is not responsible for latent defects or characteristics that can only be established through destructive testing, laboratory testing, extended use testing or specialist technical analysis, unless such activities have expressly been agreed.
Scale Roads is not responsible for changes, damage, substitutions or other events occurring after the inspection has been completed.
If production or an inspection is rejected, the Supplier is responsible for repair, replacement or other corrective action to the extent this follows from the agreement between the Client and the Supplier.
A re-inspection following repair or rejection constitutes a new inspection and may be charged separately by Scale Roads.
The decision to release, accept, reject, ship or pay for Products following an inspection remains with the Client unless otherwise agreed in writing.

Article 9 – Sample Validation

In a Sample Validation, Scale Roads assesses a sample against the agreed specifications, references and available inspection methods.
Approval of a sample does not mean that future mass production will automatically be identical to that sample.
The Supplier remains responsible for reproducing the agreed quality and specifications during mass production.
Scale Roads recommends that the Client and Supplier clearly identify and document approved samples and related product specifications as references for future production.

Article 10 – Order Kick-off and Production Management

Under Order Kick-off, Production Control and Production Management, Scale Roads may support communication, scheduling, follow-up, production progress, quality milestones and escalation towards Suppliers.
Production, completion, loading or delivery dates communicated by Scale Roads are based on information available at that time and are not guaranteed unless expressly agreed otherwise in writing.
Scale Roads is not liable for delays caused by a Supplier or third party, including delays resulting from material shortages, capacity constraints, production issues, holidays, government measures, transportation problems or other circumstances outside Scale Roads’ reasonable control.
Within the agreed scope, Scale Roads shall use reasonable efforts to identify relevant delays or deviations and discuss them with the Client and/or Supplier.
Production Management by Scale Roads does not transfer the Supplier’s production and delivery obligations to Scale Roads.

Article 11 – Suppliers and other third parties

Scale Roads may use employees, local entities, independent inspectors, laboratories, logistics providers and other third parties in performing its activities.
Scale Roads is not liable for failures of independent Suppliers or third parties contracted directly by or on behalf of the Client.
Scale Roads is likewise not liable for failures of a manufacturer arising from production defects, fraud, payment problems, insolvency, capacity constraints, breach of contract or unauthorised subcontracting, unless the damage is directly caused by an attributable failure by Scale Roads in performing its own agreed activities.
The fact that Scale Roads maintains contact with, negotiates with or coordinates activities at a Supplier does not mean that Scale Roads guarantees or assumes responsibility for that Supplier’s acts or omissions.

Article 12 – Product safety, certification and compliance

Unless expressly agreed otherwise in writing, the Client remains responsible for determining which statutory requirements, standards, certifications and market access requirements apply to the Products in the country in which they are imported or sold.
These may include, where applicable, product safety requirements, CE marking, REACH, RoHS, food-contact legislation, packaging legislation, labelling, technical documentation, EPR and other national or European legislation.
Where Scale Roads provides support relating to compliance, certification, testing or documentation, such support is limited to the expressly agreed scope.
Scale Roads may rely on certificates, test results, declarations and documents provided by Suppliers, laboratories or other third parties. Scale Roads does not guarantee their accuracy, completeness or authenticity unless verification thereof is expressly included in the assignment.
The Client remains responsible for the final decision to import, place on the market or sell a Product and for its own statutory position as importer, distributor or other economic operator.

Article 13 – Transport, Incoterms, customs and HS codes

Where Scale Roads provides support with transport or logistics, it may request quotations, coordinate transportation or maintain contact with external logistics providers.
Unless otherwise agreed in writing, the actual transportation is performed by independent logistics providers and their own terms and conditions apply to their services.
Transit times and arrival dates are indicative and may be affected by circumstances beyond Scale Roads’ control.
Advice or indications regarding HS codes, import duties, taxes, origin, customs classifications and clearance requirements are provided to the best of Scale Roads’ knowledge on the basis of available information.
The final classification and assessment by customs authorities may differ. Scale Roads does not guarantee that an advised or previously used HS code will be accepted by the competent customs authorities.
Unless otherwise agreed in writing, the Client, as importer, remains responsible for correct import declarations, HS classification, import duties, taxes and other customs obligations.
Where the parties use Incoterms, the version of the Incoterms of the International Chamber of Commerce stated in the relevant Agreement shall apply.

Article 14 – Prices, costs and additional work

The price of the Services is determined in the quotation, order confirmation or other written pricing arrangement.
Unless stated otherwise, prices exclude VAT, transportation costs, travel and accommodation expenses, laboratory costs, sample costs, courier costs, import duties and other third-party costs.
Additional factory visits, re-inspections, additional checks, waiting time, changed specifications, additional reporting and other activities outside the agreed scope may be charged separately.
If a visit or inspection cannot take place due to circumstances attributable to the Client or Supplier after Scale Roads has reserved capacity or incurred costs, Scale Roads may charge such costs in whole or in part.
Scale Roads may periodically adjust its rates. An adjustment shall not affect fixed prices already agreed in writing for confirmed activities unless the scope of those activities changes.

Article 15 – Payment

Invoices must be paid within the payment term stated on the invoice or in the Agreement.
The Client is not entitled to suspend payment or set off alleged counterclaims unless Scale Roads agrees in writing.
If the Client fails to pay on time, it shall be in default by operation of law and Scale Roads may suspend its activities.
All reasonable judicial and extrajudicial costs incurred by Scale Roads in collecting outstanding amounts shall be borne by the Client.
Scale Roads is not liable for delays, production stoppages, missed shipping windows or other consequences arising because activities or payments to Suppliers are suspended as a result of overdue payments by the Client.
Payments to Suppliers are made for the account and risk of the Client unless expressly agreed otherwise in writing.

Article 16 – Time limits and scheduling

Performance and reporting periods communicated by Scale Roads are indicative unless expressly agreed in writing as strict deadlines.
Exceeding a time limit does not automatically entitle the Client to damages, termination or suspension.
If a deadline is not met, Scale Roads shall, where reasonably possible, inform the Client and provide an updated schedule.

Article 17 – Complaints

Complaints regarding Services performed by Scale Roads must be reported to Scale Roads in writing as soon as possible and no later than 14 days after the Client received the relevant report or result or could reasonably have become aware of the complaint.
Complaints regarding Products must be reported as soon as possible after discovery to Scale Roads and, where relevant, to the Supplier.
The Client shall provide Scale Roads with a reasonable opportunity to investigate the complaint and shall make relevant Products, packaging, photographs, videos and other evidence available.
Submitting a complaint does not suspend the Client’s payment obligations.
Participation by Scale Roads in the investigation of or communication concerning a complaint does not constitute an admission of liability.

Article 18 – Liability

Scale Roads is liable only for direct loss that is the direct result of an attributable failure by Scale Roads in performing the expressly agreed activities.
Scale Roads is not liable for indirect or consequential loss, including loss of profit, loss of turnover, lost savings, production loss, business interruption, reputational damage, lost commercial opportunities, recall costs and claims by customers or other third parties.
Scale Roads is not liable for damage arising from acts or omissions of Suppliers, manufacturers, carriers, laboratories, customs authorities or other independent third parties, unless and to the extent that Scale Roads itself demonstrably failed to perform its own agreed activities properly.
Scale Roads is not liable for defects that could not reasonably have been identified during a carefully performed inspection, audit or other agreed control.
Any liability of Scale Roads per event or series of related events is limited to the amount paid or payable by the Client to Scale Roads for the relevant assignment, subject to a maximum of the amount paid out under Scale Roads’ liability insurance in the relevant case, plus the applicable deductible.
If, for any reason, no payment is made under an insurance policy, Scale Roads’ liability is limited to the invoice amount of the activities to which the liability relates.
The above limitations do not apply to the extent that liability cannot be excluded or limited under mandatory law.

Article 19 – Indemnity

The Client shall indemnify Scale Roads against third-party claims relating to the Products or their importation, sale or use, insofar as such claims do not directly result from an attributable failure by Scale Roads.
This applies in particular to claims relating to product liability, intellectual property rights, product safety, market access, labelling and statutory obligations resting on the Client, manufacturer or importer.

Article 20 – Intellectual property and confidentiality

All reporting methods, checklists, templates, formats, working methods, databases and other materials developed by Scale Roads remain the property of Scale Roads unless otherwise agreed in writing.
The Client may use reports and other deliverables specifically produced for it for its own business purposes.
Both parties shall treat confidential business information received in connection with their cooperation as confidential.
Scale Roads shall disclose confidential information to employees and third parties only insofar as necessary for performance of the assignment.
The Client warrants that designs, trademarks, logos, drawings and other materials supplied by it do not infringe the rights of third parties.

Article 21 – Force majeure

Scale Roads is not required to perform an obligation if it is reasonably prevented from doing so by circumstances beyond its control.
Force majeure includes natural disasters, epidemics, war, international tensions, government measures, import or export restrictions, strikes, power failures, cyber incidents, communication disruptions, transportation problems, port congestion, factory closures and other comparable circumstances.
Scale Roads’ obligations shall be suspended for the duration of the force majeure event.
If the force majeure event continues for more than 60 days, either party may terminate in writing the parts of the Agreement not yet performed without liability for damages. Services already performed and costs already incurred remain payable.

Article 22 – Duration and termination

A project- or order-specific assignment ends upon completion of the agreed activities.
A standalone Factory Audit, Quality Control, Sample Validation or similar assignment ends after its performance and reporting unless additional activities are agreed.
For ongoing Services, the term and notice period stated in the Agreement or order confirmation shall apply.
Scale Roads may suspend or terminate an Agreement in whole or in part if the Client fails to pay on time; fails to provide necessary information or cooperation; continuation cannot reasonably be required of Scale Roads; or Scale Roads has reasonable indications of fraud, unlawful activities, sanctions risks or other serious compliance risks.
Upon termination, Services already performed, costs incurred and obligations already entered into remain payable.

Article 23 – Sale of goods by Scale Roads

If a quotation, order confirmation or invoice expressly states that Scale Roads itself acts as seller of Products, the delivery terms and Incoterm specifically agreed for that sale shall apply in addition to these General Terms and Conditions.
In such a situation, Scale Roads’ role and responsibility shall be determined by the relevant sales agreement and applicable statutory provisions.
Provisions of these General Terms and Conditions describing Scale Roads solely as a service provider or intermediary shall not apply to the extent they are incompatible with Scale Roads’ expressly agreed role as seller.

Article 24 – Governing law and disputes

All legal relationships between Scale Roads and the Client are governed exclusively by Dutch law.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded unless the parties agree otherwise in writing.
The parties shall endeavour to resolve disputes through consultation before commencing legal proceedings.
If no solution is reached, disputes shall be submitted to the competent Dutch court in the district in which Scale Roads has its statutory seat, unless mandatory law provides otherwise.

Article 25 – Final provisions

Scale Roads may amend these General Terms and Conditions. For new assignments, the version in force at the time the relevant Agreement is concluded shall apply.
The most recent version of these General Terms and Conditions may be made available electronically by Scale Roads.
Electronic communication, including email and other business messaging services, may be used for assignments, approvals, instructions and other communications between the parties.
These General Terms and Conditions are intended for business Clients and are not intended for agreements with consumers.